<PAGE>

   

This Form 10-Q/A consists of 22 sequentially numbered pages.  The exhibit 
index appears on sequentially numbered page 20.

                                     FORM 10-Q/A
    
                                           
                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                           
                                WASHINGTON D.C. 20549
                                           
                                  _________________
                                           
                                           
                      QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                        OF THE SECURITIES EXCHANGE ACT OF 1934
                                           
                  For the quarterly period ended September 30, 1997
                                           
                          Commission file number:  01-10920
                                           
                                           
                         Fisher Scientific International Inc.
                ------------------------------------------------------
               (Exact name of registrant as specified in its charter.)



                   Delaware                                02-0451017
                   --------                                ----------
        (State or other jurisdiction of                  (I.R.S. Employer
        incorporation or organization)                    Idetification No.)

               Liberty Lane
          Hampton, New Hampshire                                03842
          -----------------------                               -----
(Address of principal executive offices)                      (Zip Code)


Registrant's telephone number, including area code:  (603) 926-5911

    Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days:  Yes  X  . No____.
                                                   -----

The number of shares of Common Stock outstanding at October 31, 1997, was 
20,356,764.



<PAGE>

                          FISHER SCIENTIFIC INTERNATIONAL INC.
   
                                     FORM 10-Q/A
    
                                           
                       FOR THE QUARTER ENDED SEPTEMBER 30, 1997
                                           
                                        INDEX
                                           

                                                                        Page No.
                                                                        --------
Part I--Financial Information:

   Item 1--Financial Statements:

           Introduction to the Financial Statements....................     3
                   
           Income Statements--
           Three and Nine Months Ended September 30, 1997 and 1996.....     4

           Balance Sheets--
           September 30, 1997 and December 31, 1996....................     5

           Statements of Cash Flows--
           Nine Months Ended September 30, 1997 and 1996...............     6

           Notes to Financial Statements...............................     7

   Item 2--Management's Discussion and Analysis of Results of
           Operations and Financial Condition..........................    11

Part II--Other Information:

   Item 6--Exhibits and Reports on Form 8-K............................    17

SIGNATURE..............................................................    18

EXHIBIT INDEX..........................................................    20


                                       2


<PAGE>
 
                         FISHER SCIENTIFIC INTERNATIONAL INC.
                                           
                            PART 1 - FINANCIAL INFORMATION
                                           
ITEM 1 - FINANCIAL STATEMENTS

                       INTRODUCTION TO THE FINANCIAL STATEMENTS
                                           

    The condensed consolidated financial statements included herein have been 
prepared by Fisher Scientific International Inc. ("Fisher" or the "Company"), 
without audit, pursuant to the rules and regulations of the Securities and 
Exchange Commission.  Certain information and footnote disclosures normally 
included in financial statements prepared in accordance with generally 
accepted accounting principles have been condensed or omitted pursuant to 
such rules and regulations.  The December 31, 1996 balance sheet is the 
balance sheet included in the audited financial statements as shown in the 
Company's 1996 Annual Report on Form 10-K.  The Company believes that the 
disclosures are adequate to make the information presented not misleading 
when read in conjunction with the financial statements included in the 
Company's Annual Report on Form 10-K for the year ended December 31, 1996.

    The financial information presented herein reflects all adjustments 
(consisting only of normal recurring adjustments) that are, in the opinion of 
management, necessary for a fair presentation of the results for the interim 
periods presented.  The results for interim periods are not necessarily 
indicative of the results to be expected for the full year.


                                       3


<PAGE>

                        FISHER SCIENTIFIC INTERNATIONAL INC.
                                  INCOME STATEMENTS
                       (in millions, except per share amounts)
                                     (unaudited)

<TABLE>
<CAPTION>
   
                                           Three Months Ended      Nine Months Ended
                                             September 30,            September 30,
                                           -------------------     ------------------
                                             1997        1996        1997      1996
                                           -------      ------     -------    -------
<S>                                        <C>          <C>        <C>        <C>

Sales..................................    $554.8       $541.0     $1,624.1   $1,589.2

Cost of sales..........................     401.8        394.6      1,176.3    1,164.3
Selling, general and administrative
  expense..............................     133.7        121.0        382.6      358.4
                                           ------       ------    ---------   --------

Income from operations.................      19.3         25.4         65.2       66.5

Interest expense.......................       5.4          5.7         17.6       22.1
Other (income) expense, net............       4.6         (1.5)         0.1       (0.4)
                                           ------       ------    ---------   --------

Income before income taxes.............       9.3         21.2         47.5       44.8
Income tax provision...................       5.4          9.7         23.0       20.4
                                           ------       ------    ---------   --------

Net income.............................    $  3.9       $ 11.5    $    24.5   $   24.4
                                           ------       ------    ---------   --------
                                           ------       ------    ---------   --------

Earnings per common share:

Primary................................    $ 0.18       $ 0.56    $   1.17    $  1.35
                                           ------       ------    ---------   --------
                                           ------       ------    ---------   --------
Fully diluted..........................    $ 0.18       $ 0.56    $   1.17    $  1.29
                                           ------       ------    ---------   --------
                                           ------       ------    ---------   --------
    
</TABLE>

                 See the accompanying notes to financial statements.

                                       4

<PAGE>


                        FISHER SCIENTIFIC INTERNATIONAL INC.
                                    BALANCE SHEETS
                                    (in millions) 
                                           
                        
<TABLE>
<CAPTION>

                                                  September 30,        December 31,
                                                      1997                1996
                                                  -------------        -------------
                                                   (unaudited)
<S>                                               <C>                  <C>

ASSETS
Current assets:
     Cash and cash equivalents.................   $   30.1             $   24.7
     Receivables, net..........................      322.7                316.6
     Inventories...............................      244.4                256.0
     Other current assets......................       56.1                 55.5
                                                  --------            ---------
          Total current assets.................      653.3                652.8

Property, plant and equipment, net.............      222.5                209.5
Goodwill.......................................      293.7                292.7
Other assets...................................      110.5                107.7
                                                  --------            ---------
                                                  $1,280.0             $1,262.7
                                                  --------            ---------
                                                  --------            ---------

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of long-term debt........     $  26.6              $  14.6
     Accounts payable.........................       236.0                234.5
     Accrued and other current liabilities....       139.5                143.9
                                                   --------            ---------
          Total current liabilities...........       402.1                393.0

Long-term debt................................       273.7                281.5
Other liabilities.............................       197.9                202.0
                                                   --------            ---------
          Total liabilities...................       873.7                876.5
                                                   --------            ---------

Commitments and Contingencies

Stockholders' equity:
     Preferred stock..........................          --                   --
     Common stock.............................         0.2                  0.2
     Capital in excess of par value...........       277.8                270.7
     Retained earnings........................       151.7                128.4
     Other....................................       (23.4)               (13.1)
                                                   --------            ---------
          Total stockholders' equity..........       406.3                386.2
                                                   --------            ---------
                                                  $1,280.0             $1,262.7
                                                  --------            ---------
                                                  --------            ---------
</TABLE>


                 See the accompanying notes to financial statements. 

                                       5


<PAGE>



                         FISHER SCIENTIFIC INTERNATIONAL INC.
                               STATEMENTS OF CASH FLOWS
                                    (in millions)
                                     (unaudited)

<TABLE>
<CAPTION>

                                                          Nine Months Ended
                                                            September 30,
                                                      ----------------------------
                                                         1997              1996
                                                      ---------         ----------
<S>                                                   <C>               <C>

Cash flows from operating activities:
  Net income.....................................      $ 24.5            $ 24.4
  Adjustments to reconcile net income to
    cash used by operating activities:
    Depreciation and amortization................        34.2              32.4
    Deferred income taxes........................         3.6               7.4
    Changes in working capital:
      Receivables, net...........................        (4.5)            (25.0)
      Inventories................................        13.0               4.5
      Payables, accrued and other current
        liabilities..............................       (10.1)            (26.1)
      Other working capital changes..............         1.3               5.2
    Other assets and liabilities.................       (21.8)             (1.5)
                                                     --------         ---------
        Cash provided by operating activities....        40.2              21.3
                                                     --------         ---------

Cash flows from investing activities:
  Acquisitions, net of cash acquired.............        (8.8)             (4.7)
  Capital expenditures...........................       (49.3)            (24.4)
  Proceeds from sale of property, plant and
    equipment....................................        18.4               2.4
  Other investing activities.....................        (5.9)             (0.4)
                                                     --------         ---------
        Cash used in investing activities........       (45.6)            (27.1)
                                                     --------         ---------
Cash flows from financing activities:
  Proceeds from stock options exercised..........         5.7               6.6
  Dividends paid.................................        (1.2)             (1.1)
  Long-term debt proceeds........................        98.3               5.5 
  Long-term debt payments........................       (92.0)            (55.3)
                                                     --------         ---------
       Cash provided (used) by financing 
         activities..............................        10.8             (44.3)
                                                     --------         ---------

Net change in cash and cash equivalents..........         5.4             (50.1)
Cash and cash equivalents--beginning of period...        24.7              63.7
                                                     --------         ---------
Cash and cash equivalents--end of period.........      $ 30.1            $ 13.6
                                                     --------         ---------
                                                     --------         ---------
</TABLE>
                                    
                 See the accompanying notes to financial statements. 

                                       6

<PAGE>

                         FISHER SCIENTIFIC INTERNATIONAL INC.
                                           
                            NOTES TO FINANCIAL STATEMENTS
                                           
                                           
Note 1 - Basis of Presentation

    Fisher Scientific International Inc.'s ("Fisher" or the "Company") 
operations are conducted by wholly owned and majority-owned subsidiaries, 
joint ventures, equity interests and agents, located in North and South 
America, Europe, the Far East, the Middle East and Africa.  The Company's 
activities relate principally to one business segment -- scientific and 
clinical products. This includes operations engaged in the supply, marketing, 
service and manufacture of scientific, clinical, educational and occupational 
health and safety products.  Other activities include third-party procurement 
services and electronic commerce.

Note 2 - Accounting Pronouncements

    In February 1997, the Financial Accounting Standards Board (the "FASB") 
issued Statement No. 128, "Earnings per Share" (SFAS No. 128).  SFAS No. 128 
establishes new standards for computing and presenting earnings per share.  
The Company is required to adopt SFAS No. 128 in the fourth quarter of 1997.  
If the provisions of SFAS No. 128 had been used to calculate earnings per 
share for the three and nine months ended September 30, 1997 and 1996, the 
effect on earnings per share would have been insignificant.

    In June 1997, the FASB issued Statements No. 130 "Reporting Comprehensive 
Income" and No. 131 "Disclosures About Segments of an Enterprise and Related 
Information," both of which will be adopted by the Company in 1998.  These 
Statements provide for additional disclosure in financial statements.

Note 3 - Inventories

    The following is a summary of inventories by major category (in millions):

<TABLE>
<CAPTION>

                                                      September 30,  December 31,
                                                          1997           1996
                                                      -------------  ------------
<S>                                                   <C>            <C>
Raw material.......................................   $        18.9  $       20.0
Work in process....................................             3.4           3.0
Finished products..................................           222.1         233.0
                                                      -------------  ------------
                                                      $       244.4  $      256.0
                                                      -------------  ------------
                                                      -------------  ------------

</TABLE>
                                       7

<PAGE>

Note 4 - Other Current Assets

    In the second quarter of 1997, the Company sold  non-core fixed assets, 
resulting in a $1.5 million gain classified in other income and expense and a 
$17.6 million receivable classified in other current assets at June 30, 1997. 
This amount was collected in the third quarter of 1997.

Note 5 - Debt

    The following is a summary of debt and other obligations (in millions):

<TABLE>
<CAPTION>

                                                      September   December
                                                         1997       1996
                                                      ---------   --------
<S>                                                   <C>         <C>
Bank Credit Facility..............................    $   111.7   $  116.8
7 1/8% Notes (net of a discount of $1.1 million
  at September 30, 1997 and December 31, 1996)....        148.9      148.9
Other.............................................         39.7       30.4
Less current portion of long-term debt............        (26.6)     (14.6)
                                                      ---------   --------
                                                      $   273.7   $  281.5
                                                      ---------   --------
                                                      ---------   --------

</TABLE>

Note 6 - Stockholders' Equity
    
    On September 11, 1997, the Board of Directors of Fisher declared a 
quarterly cash dividend of $0.02 per share, payable October 15, 1997 to 
stockholders of record October 1, 1997.

    On June 9, 1997, the Board of Directors of Fisher declared a dividend of 
one perferred share purchase right (a "Right") for each outstanding share of 
common stock of the Company pursuant to a Rights Agreement between the 
Company and Chase Mellon Shareholder Services, L.L.C. (the "Original Rights 
Agreement"). The dividend was payable on June 19, 1997 to stockholders of 
record on that date. On September 11, 1997 the Company amended the Original 
Rights Agreement (the Original Agreement, as amended, the "Rights 
Agreement") to provide among other things, that FSI and its affiliates (as 
defined in the Rights Agreement and discussed in Note 7) would not be deemed 
an Acquiring Person (as defined in the Rights Agreement.) The description of 
all terms of the Rights is set forth in the Rights Agreement. Until the 
occurrence of a Distribution Date (as defined in the Rights Agreement), the 
Rights will be evidenced by the common stock certificates and may be 
transferred only with the common stock.  Each Right, when exercisable, 
entitles the registered holder to purchase from the Company one one-hundredth 
of a share of Series A Junior Participating Preferred Stock, without par 
value (the "Preferred Shares"), of the Company at a price of $190 per one 
one-hundredth of a Preferred Share, subject to adjustment.  There are 500,000 
authorized shares of Series A Junior Preferred Stock.  When issued, each 
Preferred Share is entitled to an aggregate dividend of 100 times the 

                                       8

<PAGE>


dividend declared per common share.  Additionally, in the event of 
liquidation, the holders of the Preferred Shares will be entitled to an 
aggregate payment of 100 times the payment made per common share.  Each 
Preferred Share will also have 100 votes.  In the event of a transaction in 
which common shares are exchanged, each Preferred Share will be entitled to 
receive 100 times the amount received per common share.

    The Rights will expire on June 8, 2007 (the "Final Expiration Date"), 
unless the Final Expiration Date is extended or unless the Rights are earlier 
redeemed or exchanged by the Company.

Note 7 - Proposed Recapitalization

    Pursuant to the Amended and Restated Agreement and Plan of Merger dated 
September 11, 1997, the Company and FSI Merger Corp. ("FSI"), a Delaware 
corporation formed by Thomas H. Lee Company ("THL Co."), entered into an 
agreement and plan of merger (the "Amended Merger Agreement") providing for a 
recapitalization of Fisher.  Under the terms of the Amended Merger Agreement, 
approximately 97% of the fully diluted common stock of Fisher will be 
converted into the right to receive $48.25 per share in cash (approximately 
$1.0 billion in the aggregate).  Pursuant to an election process that gives 
priority to eligible employees presently holding Fisher Common Stock and 
opting to purchase Fisher Common Stock, the remaining shares will be retained 
by existing stockholders and will represent ownership in the recapitalized 
company. Consummation of the merger is subject, among other things, to 
certain customary conditions, including certain regulatory and stockholder 
approvals, receipt of necessary financing and customary conditions including 
the absence of material adverse changes to the Company.  In the event the 
Amended Merger Agreement is terminated for any reason other than a material 
breach by FSI, the Amended Merger Agreement requires the Company to reimburse 
THL or FSI for all out-of-pocket expenses and fees incurred by THL or FSI up 
to a stated maximum. The Amended Merger Agreement also provides for the 
payment to FSI of a Termination Fee under certain circumstances.  A copy of 
the Amended Merger Agreement is included as Exhibit 4 to this Form 10-Q.  If 
the Merger is consummated, the transaction would qualify as a change in 
control and vesting of outstanding common stock options may accelerate.  The 
Company also has agreements with certain of its key executives and severance 
plans for key employees which provide for severance payments under certain 
circumstances in the event an employee is severed following a change in 
control.
                                       9

<PAGE>

    The Amended Merger Agreement amended the original agreement dated August 
7, 1997 which provided for shareholders to receive $51.00 per share in cash 
for each share owned or stock in the recapitalized company. The original 
agreement was modified to (i) reduce the possibility that the effects of the 
August 1997 United Parcel Service of America, Inc. ("UPS") strike or the 
prospect of the January 1998 UPS pilots strike (but not the actual occurrence 
of such a strike) would give FSI a contractual opportunity to refuse to 
consummate the transaction; (ii) modify the financing commitments to reduce 
the circumstances under which the entities providing such commitments could 
refuse to provide financing; (iii)  extend the financing commitments until 
January 31, 1998; and (iv) reduce the termination fees that could be payable 
to FSI. The financing commitments were revised to reflect the reduced level 
of borrowings needed to consummate the Merger as a result of the lower cash 
price. The other terms and conditions of the financing commitments were 
substantially unchanged. 

                                     10

<PAGE>

ITEM 2 -      MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
              OPERATIONS AND FINANCIAL CONDITION


    This Form 10-Q contains forward-looking statements within the meaning of 
Section 27A of the Securities Act of 1933 and Section 21E of the Securities 
Exchange Act of 1934.  Such forward-looking statements involve known and 
unknown risks, uncertainties and other factors that may cause the actual 
results, performance or achievements of the Company, or industry results, to 
be materially different from those contemplated as projected, forecast, 
estimated or budgeted in, expressed or implied by such forward-looking 
statements.  Certain factors that might cause such a difference include those 
factors discussed in the section entitled "Management's Discussion and 
Analysis of Results of Operations and Financial Condition - Cautionary 
Factors Regarding Forward-Looking Statements" contained in the Company's Form 
10-K for the year ended December 31, 1996.

Results of Operations

    Sales

    Sales for the three and nine months ended September 30, 1997 increased 3% 
and 2% to $554.8 million and $1,624.1 million, respectively, from $541.0 
million and $1,589.2 million for the comparable periods in 1996.  Sales 
growth in Fisher's historical North American operations as well as in 
operations acquired in the fourth quarter of 1996 (UniKix Technologies and a 
laboratory products distributor in Mexico) were partially offset by a 
decrease in sales to the U.S. clinical laboratory market and the impact of 
the UPS strike.  As a result of its slowdown in the clinical laboratory 
market and the residual impact of the UPS strike, the Company expects 
near-term revenue growth to remain below historical levels.

    Gross Profit

    Fisher's gross profit for the three- and nine-month periods ended 
September 30, 1997 increased 5% to $153.0 million and $447.8 million, 
respectively, from $146.4 million and $424.9 million for the comparable 
periods in 1996, as a result of volume increases and from improvements in 
gross profit as a percent of sales in Fisher's historical North American 
operations. Gross profit as a percent of sales increased to 27.6% for the 
nine months ended September 30, 1997 from 26.7% for the comparable period in 
1996.

    Selling, General and Administrative Expense

   
    Selling, general and administrative expense for the three and nine months 
ended September 30, 1997 increased 11% and 7% to $133.7 million and $382.6
million, respectively, from $121.0 million and $358.4 million for the 
comparable periods in 1996.  Selling, general and administrative expense in 
both periods includes nonrecurring costs associated with the implementation 
of the restructuring plan that began in the third 

                                       11

<PAGE>

quarter of 1995, the integration of Curtin Matheson Scientific Inc. ("CMS"), 
acquired in October 1995, and, in 1997, actions taken to improve operating 
efficiencies, software write-offs and other information system-related 
charges associated with the Company's implementation of new global computer 
systems and direct costs resulting from the UPS strike.  Nonrecurring 
integration and restructuring-related costs include costs resulting from the 
temporary duplication of operations, relocation of inventories and employees, 
hiring and training new employees, and other one-time and redundant costs, 
which will be eliminated as the integration and restructuring plans are 
completed.  These costs are recognized as incurred.  For the three and nine 
months ended September 30, 1997, approximately $10.2 million and $18.5 
million, respectively, of nonrecurring costs were included in selling, 
general and administrative expense, compared with $4.6 million and $14.6 
million for the corresponding periods in 1996. The Company expects these 
costs to approximate $22 million for 1997.
    

    Excluding nonrecurring costs, selling, general and administrative expense 
as a percentage of sales was 22.4%, compared with 21.6% for the same period 
in 1996.  This increase is primarily due to lower than expected sales volume 
without a corresponding decrease in expense.  The Company has taken and is 
continuing to take actions to improve efficiencies and reduce this expense as 
a percent of sales.

    Operations outside the United States continue to have significantly 
higher selling, general and administrative expense as a percentage of sales 
as compared with that of Fisher's domestic operations.  These higher costs 
are being incurred as part of a plan to develop an integrated worldwide 
supply capability, the benefit of which has not been fully realized.

    Income from Operations

   
    Income from operations for the three and nine months ended September 30, 
1997 decreased to $19.3 million and $65.2 million, respectively from $25.4 
million and $66.5 million for the corresponding periods in 1996 primarily due 
to increased selling, general and administrative expense discussed above. 
Income from operations as a percent of sales decreased to 4.0% for the nine 
months ended September 30, 1997, compared with 4.2% for the same period in 
1996.
    

    As a national distributor, Fisher utilizes the services of UPS for a 
significant portion of its domestic shipments.  Fisher is one of UPS's 
largest customers in terms of annual revenue to the shipper.  Although Fisher 
made the maximum possible use of alternative methods of delivery, it could 
not overcome the harmful effects of the strike.  The UPS strike significantly 
reduced sales for the third quarter and increased operating costs.  The 
Company expects the residual effects of the UPS strike to reduce 
profitability beyond the third quarter of this year.  Additionally, according 
to published reports, the Independent Pilots Association which represents the 
pilots at UPS (the "IPA") has agreed to permit its members to vote on UPS' 
contract proposal. IPA's leadership is reportedly remaining neutral regarding 
whether its membership should approve the contract proposal. If the contract 
is not approved by the pilots, the IPA may consider going out on strike in 
early 1998 over the failure of UPS and such union to reach agreement on the 
terms of a new contract. Moreover, failure to reach an agreement could result 
in job actions other than a strike such as work rule slowdowns. In addition, 
if the IPA were to go out on strike, it is possible that the Teamsters union 
would honor the pilots' picket line because the IPA honored the Teamsters' 
picket line during the Teamsters' August 1997 strike against UPS. Although it 
is not possible to predict the duration or quantify the effects of such a 
strike, were such a strike to occur, the resulting disruption to the 
Company's product shipments could have a material adverse impact upon the 
Company.

                                       12
<PAGE>

    Interest Expense

    Interest expense for the three- and nine- month periods ended September 
30, 1997 decreased to $5.4 million and $17.6 million, respectively from $5.7 
million and $22.1 million for the comparable periods in 1996. The decrease 
for the nine-month period principally reflects the June 1996 conversion and 
redemption of the Company's $125 million step-up convertible notes.

    Other (Income) Expense, net

   
    Other (income) expense, net for the three- and nine- month periods ended 
September 30, 1997 increased to $4.6 million and $0.1 million of expense, 
respectively, from $1.5 million and $0.4 million of income for the comparable 
periods in 1996.  The increase in expense for the quarter was primarily due 
to $3.6 million of fees and expenses related to the Board of Directors' 
recent review of strategic alternatives and $1.5 million of gains on sales of 
assets recognized in 1996 which did not recur in 1997.  The increase in 
expense for the nine-month period is due to these amounts partially offset by 
$2.8 million of gains on sales of non-core assets recognized earlier this 
year.
    

    Income Tax Provision

    The effective income tax rate for the three and nine months ended 
September 30, 1997 increased to 58.1% and 48.4%, respectively, compared with 
45.5% for both corresponding periods in 1996.  The Company's annual effective 
tax rate increased to 48.4% from the 46.0% rate used through June 30, 1997 
primarily due to the effect of the nondeductible fees and expenses incurred 
in connection with the Board's review of strategic alternatives. Accordingly, 
the third quarter reflects the cumulative effect of the higher rate.

    Net Income

    Net income for the three months ended September 30, 1997 decreased to 
$3.9 million  from $11.5 million for the corresponding periods in 1996.  Net 
income for the nine month period ended September 30, 1997 was $24.5 million 
compared to $24.4 million for the corresponding period in 1996.  These 
changes are due to the factors discussed above.

    Liquidity and Capital Resources

    During the nine months ended September 30, 1997, the Company's operations 
provided $40.2 million of cash compared with $21.3 million for the same 
period in 1996.  This increase in cash provided by operating activities 
primarily resulted from changes in receivables, payables and accruals 
partially offset by changes in other assets and liabilities.  Receivables 
reduced operating cash flows by $4.5 million in 1997 compared with 
$25.0 million in 1996 due to an unusually high balance at September 30, 1996, 
attributable to the 



                                  13


<PAGE>

integration of CMS into Fisher. Payables and accruals reduced operating cash 
flows by $10.1 million compared with $26.1 million in 1996 primarily due to 
timing of payments.  Other assets and liabilities reduced operating cash 
flows by $21.8 million compared with $1.5 million in 1996 primarily due to 
the increased effect of foreign currency translation in 1997 and increased 
payments to software service vendors related to the implementation of new 
global computer systems in 1997.

    The Company's operating working capital (defined as receivables plus 
inventories less accounts payable and accrued liabilities) decreased slightly 
to $191.6 million at September 30, 1997 from $194.2 million at December 31, 
1996. Excluding the effect, if any, of future acquisitions and anticipated 
temporary inventory duplications as the Company completes the consolidation 
and relocation of its logistical facilities in North America, the Company's 
operating working capital requirements are not anticipated to increase 
substantially throughout the remainder of 1997.

    During the nine months ended September 30, 1997, the Company used $45.6 
million of cash for investing activities compared with $27.1 million for the 
same period in 1996.  The increase in cash used for investing activities is 
primarily due to capital expenditures partially offset by proceeds from the 
sale of property, plant and equipment.  For the nine months ended September 
30, 1997 and 1996, the Company had capital expenditures of $49.3 million and 
$24.4 million, respectively.  This increase is due to the Company's 
investments in new logistical facilities in North America and the Far East 
and in global computer systems.  The Company implemented a project to upgrade 
global computer systems which it plans to complete in 1999. This project is 
expected to result in approximately $40 million of spending which the Company 
plans to fund with cash from operations and borrowings.  The increase in 
proceeds from the sale of property, plant and equipment is due to the receipt 
of proceeds from the sale of a non-core fixed assets.

    During the nine months ended September 30, 1997, the Company's financing 
activities provided $10.8 million compared with using $44.3 million for the 
same period in 1996.  This change is primarily due to $49.8 million in net 
long-term debt payments in the first nine months of the prior year, which 
were funded by excess cash.  In the same period in 1997, the Company had net 
long-term debt proceeds of $6.3 million.

    Fisher expects that cash flows from operations, together with cash and 
cash equivalents on hand and funds available under existing credit 
facilities, will be sufficient to meet ongoing operating and capital 
expenditure requirements.

    On September 11, 1997, the Board of Directors of Fisher declared a 
quarterly cash dividend of $0.02 per share, payable October 15, 1997 to 
shareholders of record October 1, 1997.  If the proposed recapitalization 
transaction discussed below is consummated, the Company plans to discontinue 
paying regular quarterly dividends.

                                       14

<PAGE>

    On June 9, 1997, the Board of Directors of Fisher declared a dividend of 
one Right for each outstanding share of common stock of the Company.  The 
dividend was payable on June 19, 1997 to stockholders of record on that date. 
The description of all terms of the Rights is set forth in the Rights 
Agreement. The Rights Agreement provides, among other things, that FSI and 
its affiliates (as defined in the Rights Agreement and discussed in Note 7) 
would not be deemed as Acquiring Person.

    Proposed Recapitalization

    Pursuant to the Amended and Restated Agreement and Plan of Merger dated 
September 11, 1997, the Company and FSI Merger Corp. ("FSI"), a Delaware 
corporation formed by Thomas H. Lee Company ("THL Co."), entered into an 
agreement and plan of merger (the "Amended Merger Agreement") providing for a 
recapitalization of Fisher.  Under the terms of the Amended Merger Agreement, 
approximately 97% of the fully diluted common stock of Fisher will be 
converted into the right to receive $48.25 per share in cash (approximately 
$1.0 billion in the aggregate).  Pursuant to an election process that gives 
priority to eligible employees presently holding Fisher Common Stock and 
opting to purchase Fisher Common Stock, the remaining shares will be retained 
by existing stockholders and will represent ownership in the recapitalized 
company. Consummation of the merger is subject, among other things, to 
certain customary conditions, including certain regulatory and stockholder 
approvals, receipt of necessary financing and customary conditions including 
the absence of material adverse changes to the Company.  In the event the 
Amended Merger Agreement is terminated for any reason other than a material 
breach by FSI, the Amended Merger Agreement requires the Company to reimburse 
THL or FSI for all out-of-pocket expenses and fees incurred by THL or FSI up 
to a stated maximum. The Amended Merger Agreement also provides for the 
payment to FSI of a Termination Fee under certain circumstances. The Amended 
Merger Agreement is included as Exhibit 4 to this Form 10-Q.  If the Merger 
is consummated, the transaction would qualify as a change in control and 
vesting of 

                                       15

<PAGE>

outstanding common stock options may accelerate.  The Company also has 
agreements with certain of its key executives and severance plans for key 
employees which provide for severance payments under certain circumstances in 
the event an employee is severed following a change in control.








                                       16

<PAGE>

                                          
                             PART II - OTHER INFORMATION
                                           
         

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits:

         Exhibit 11 - Computation of Earnings Per Common Share for the
         Three and Nine Months Ended September 30, 1997 and 1996.

         Exhibit 27 - Financial Data Schedule

     (b) Reports on Form 8-K:

         The Company filed the following Current Reports on Form 8-K 
         during the period covered by this report:

         1.   Current Report on Form 8-K dated September 11, 1997 
              reporting Item 5 - Other Events, filed with the 
              Securities and Exchange Commission on September 12, 1997.

                                       17

<PAGE>


                                      SIGNATURE
                                           

    Pursuant to the requirements of the Securities Exchange Act of 1934,  the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                  FISHER SCIENTIFIC INTERNATIONAL INC.


    
   
Date: December 17, 1997           /S/PAUL M. MEISTER
      -----------------           -------------------------------------
                                  PAUL M. MEISTER
                                  Senior Vice President - 
                                   Chief Financial Officer
    

                                       18



<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------



                                    UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

                                ----------------------

                         FISHER SCIENTIFIC INTERNATIONAL INC.

                                       EXHIBITS

                                          TO

                                      FORM 10-Q

                       for the quarter ended September 30, 1997



-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

                                      19

<PAGE>

                                    EXHIBIT INDEX
                                           

EXHIBIT NO.                         DESCRIPTION                            PAGE
-----------               -----------------------------------              ----

    4                     First Amended and Restated                       (1)
                          Agreement and Plan of Merger
                          dated as of September 11, 1997, by 
                          and between the Company and FSI 
                          Merger Corp.          
                   
    11                    Computation of Earnings Per                       21
                          Common Share for the Three and 
                          Nine Months Ended September 30, 
                          1997 and 1996          
                   
    27                    Financial Data Schedule                           22


(1)  Filed as Exhibit 1 to the Current Report on Form8-K dated September 11, 
1997 on Form 8-K, filed with the Securities and Exchange Commission on 
September 12, 1997.

                                       20